This Terms of Use Agreement (the “ToU”) is made between Gramercy Specialty Clinic PLLC, doing business as Gramercy Counseling (“Gramercy,” “we,” “us,” or “our”) and you, the individual choosing to use our Online Services as defined below (“you,” or the “user”).
Our Privacy Policy is subject to this ToU. There are terms in the Privacy Policy that materially affect how your personal information is stored, accessed, and processed. As such, you should read our Privacy Policy in addition to this ToU.
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, IMMEDIATELY CALL 911 OR OTHER MEDICAL EMERGENCY PHONE NUMBER. OUR ONLINE SERVICES ARE NOT APPROPRIATE FOR EMERGENCY NEEDS.
IF YOU OR SOMEONE YOU KNOW IS CONSIDERING SELF-HARM OR EXPERIENCING SUICIDAL THOUGHTS, IMMEDIATELY CALL 988 OR REACH OUT TO THE 988 LIFELINE ONLINE AT HTTPS://988LIFELINE.ORG. THESE SERVICES ARE FREE AND CONFIDENTIAL.
Acceptance of ToU
We know these ToUs can be tedious to get through. However, by accessing our Online Services, it is understood that you agree to comply and be legally bound by the terms set out in this ToU, which is why you really should stick it out and read the whole thing.
Changes to Terms
From time to time, we may need to make changes to this ToU and may do so at any time. The date at the top of this ToU represents when this ToU was last revised. It is important to check this ToU from time to time to ensure that you are all caught up to date. By continuing to access or use our Online Services after a change has occurred, you agree to be bound by our updated ToU.
Online Services this ToU Covers
Gramercy provides counseling and mental health services in English and Spanish using telehealth tools (the “Counseling Services”). To help us provide our Counseling Services, we offer a general website (the “Site”), and an online portal (the “Portal”), where clients can make a profile, book and pay for sessions, meet with their therapist, and supplement their counseling journey with recommended reading and interactive tools. This ToU applies to our online services, including our Site, the Portal, our social media pages, and any future online services we develop (collectively the “Online Services”).
Services This ToU Doesn’t Cover
We may link to third-party websites and services to provide you with supplemental reading and other resources that we think you may find helpful in your treatment. When you click on one of these links, you are leaving Gramercy, and this ToU no longer applies. The way third parties do business is out of our hands, and we assume no responsibility for the content, privacy policies, or practices of any third-party website or service. Please note that when you are using any other third-party platform to interact with our Online Services such as Google, Instagram, or Facebook, you agree to their policies, and this ToU is in addition not in place of such agreements. Additionally, our Portal and all payments made through the Portal are hosted by a third-party service; as such, when using the Portal, you are subject to those third-party policies in addition to ours.
Likewise, this ToU does not provide you with specific information you may need regarding our Counseling Services, including our practices and policies. This ToU applies only to your use of our Site and Portal and the policies relevant to those Online Services. If you decide to utilize our services and meet the criteria to participate in our services for your mental health journey, we will provide you with a Therapy Service Agreement and Privacy Notice (the “Service Agreement”) for you to review and sign. Our Service Agreement contains important information on our Counseling Services, our billing practices, relevant policies, and your rights. This ToU is provided to you in addition to our Service Agreement.
Conditions Before You Access Our Online Services
All children between the ages of 10 and 17 must have permission from their parent or guardian before accessing our other Online Services, regardless of whether they are also participating in our Counseling Services. Moreover, all children of any age must have written permission from their parent or guardian before participating in our Counseling Services. Dependent adults must also have the permission of their legal guardian to access our site and utilize our services.
User Accounts
We don’t require you to have a user account to simply browse our website or social media accounts. However, to access our Portal, you must create an account. If you would like to create an account, you will be required to provide us with some personal information, such as your email address, name, password and other related information. Any personal information that you provide to us will be treated in accordance with our Privacy Policy. If you decide to work with us for Counseling Services, our Service Agreement will also apply to the handling of your personal information and your rights under state and federal law. In order to communicate via social media or interact with any of our other Online Services hosted by another third party, you may be required to provide personal information and, in some cases, create an account (we have no control over these accounts).
PLEASE NOTE THAT CREATING AN ACCOUNT ON OUR PORTAL DOES NOT CREATE A THERAPIST-CLIENT RELATIONSHIP BETWEEN YOU AND GRAMERCY OR ANY OF OUR PROVIDERS. TO CREATE SUCH A RELATIONSHIP, YOU MUST FIRST READ AND SIGN OUR SERVICE AGREEMENT, AND BOOK AN APPOINTMENT WITH ONE OF THE THERAPISTS ON OUR PORTAL.
Suspension and Termination of Your Account
- Involuntary Suspension or Termination of Your Account
We may notify you if we have a reason to believe that you have violated this ToU, our privacy policy, or our Service Agreement and may issue you a notification outlining the action/event we believe is in violation. If you are not utilizing our Counseling Services, we reserve the right to suspend or terminate your account and prevent access to our Online Services at any time for any reason. If you are utilizing our Counseling Services, our Service Agreement will dictate the procedure for suspension or termination of your account. - Voluntary Termination of Your Account
You are free to delete your account voluntarily at any time, regardless of whether you are utilizing our Counseling Services. Deleting your account will mean that you will no longer be able to access the Portal, so please work with your provider to ensure that you are ceasing Counseling Services in a way that is conducive to your mental health care. Information that you have previously provided to us will not be deleted along with your account unless you specifically ask for such information to be deleted and we are able to meet such request as determined at our discretion in accordance with the law and our Privacy Policy. Any information that is subject to HIPAA will be stored in accordance with our Service Agreement, so please review that agreement in addition to this ToU and our Privacy Policy.
Pricing & Payments
All payments made through the Portal are processed through a PCI-compliant third party, so we don’t see your stored credit card information unless there is a technical error resulting in us needing to manually enter your payment details with your express permission. The current cost of our Counseling Services will be communicated to you and may be subject to your insurance coverage, if you are using insurance to cover these costs of these services. There may be times when we need to make changes to our pricing or fees, and we will update any impacted clients in the event of such a change.
Availability & Changes
There may be times when we need to change our pricing or change what services the Portal includes. As such, availability of resources are not guaranteed until you have received a confirmation of payment from us. Service-related fees for clients using insurance can only be confirmed after claims have been processed by your insurance company. We also do not guarantee that any offerings on our Online Services will be available permanently, and we reserve the right to amend, delete and add to our Online Service offerings, including the Portal at our full discretion without notice. Specifically, we cannot and do not guarantee the availability of third-party resources made available to you through the Portal, including Notwithstanding the foregoing, if you are participating in our Counseling Services, and there is a change in the price or Portal offerings, other than third-party resources, the terms of our Service Agreement will control such changes and we will give you reasonable notice before such changes come into effect.
User Guidelines
The Portal allows you to create a profile, access suggested reading, interact with mood tracking tools, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us and your therapist, including but not limited to text, writings, video, audio, photographs, graphics, or personal information or other material (collectively, “Contributions”). Contributions will only be made viewable to your therapist if they are marked as visible. As they are related to your health journey, all Contributions are considered Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act (“HIPPA”) and Texas Medical Records and Privacy Act (“TMRPA”) and will be recorded and stored in accordance with our Service Agreement. We do not have any ownership rights in your Contributions. However, by posting a Contribution, you grant us a non-exclusive, fully paid and royalty-free, universal, perpetual, irrevocable license to use, modify, delete from, add to, and reproduce the Contributions in any media format through any media channel now existing or developed in the future, including without limitation on the Portal, but solely in order to provide our Counseling Services. The purpose of these Contributions is to supplement our Counseling Services and support your mental health journey. We recommend interacting with the resources that we provide consistently and building healthy habits to get the most out of our Counseling Services.
Help! I Need Tech Support
We will make reasonable efforts to address technology issues associated with our Online Services. However, some questions and support requests will need to be resolved through our third-party platforms, and we cannot guarantee that technical issues will be resolved effectively or efficiently.
Educational Resource Disclaimer
The supplemental reading resources that we link on the Portal (collectively the “Educational Resources”) are strictly educational and informational in nature and are not intended to serve as medical advice, intended to take the place of treatment or medical advice from a medical professional, or intended to diagnose, treat, cure, or prevent any disease or condition. The Educational Resources are intended to supplement our Counseling Services. We recommend discussing the Educational Resources with your therapist. Gramercy makes no representations, guarantees, or warranties that Educational Resources are appropriate for you or will result in improvement in any condition that you may suffer from. Gramercy is not responsible for possible health consequences of any user reading or following the information in the Educational Resources without consulting with their therapist, and all medical decisions that are made after reviewing the Educational Resources are at the user’s own risk.
General Intellectual Property & Grant of License to Use Online Services Our Online Services contain content, such as the “Gramercy” name and logo, our website design, our website code, videos, and photos that are protected by copyright, trademark, patent, trade secret, and other laws. We own and retain all rights in such content. We may also use some open source and licensed third-party content in our Online Services, such as fonts, photos, and graphics and post links to third-party content like the Educational Resources. We do not make any claim of ownership to this content, and no user is permitted to use third-party content in a way that violates third-party licensing agreements or the ownership rights of the third-party. Gramercy does not grant or transfer any other rights, title, or interest to you other than the following limited license: Gramercy grants to you a limited, non-exclusive, non-transferable, revocable license to access and use our Online Services for non-commercial personal purposes only. Gramercy reserves the right to terminate this license at any time if your use of our Online Services is not in strict compliance with this ToU, except that our Counseling Services will only be terminated in accordance with the terms of our Service Agreement.
Publicity
You grant to Gramercy a perpetual, worldwide, payment-free, irrevocable license to use, repost, republish and share any public reviews, posts, or comments posted on any third-party platform (including Instagram, Facebook, and Google Reviews) that you make about Gramercy for our publicity and marketing purposes. Of course, any private feedback that you share with your therapist will remain private.
Copyright Policy& DMCA Claims
Gramercy respects the intellectual property rights of others. Our policy is to respond to and investigate any claim that content used in connection with our Online Services infringe on any person or entity’s copyright or other intellectual property rights. If you are a copyright owner or an authorized agent of a copyright owner, and you believe that content on our Online Services infringes on another copyrighted work, please submit your claim via email to support@mygramercycounseling.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement. Per 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (DMCA), your claim must include:
- an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner;
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- identification of the URL or other specific location on our Online Services where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized agent permitted to act on the copyright owner’s behalf.
Please be aware that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims relating to content that you report as being allegedly infringing in nature.
Testimonials & Reviews Disclaimer
Our Online Services may contain testimonials and reviews of our Online Services and Counseling Services by other users of our Online Services or Counseling Services. While based on the real-life experiences and opinions of such users, such opinions do not reflect the experiences of all of our users, and user experiences with our Online Services and Counseling Services may vary. The views and opinions in such reviews and testimonials solely belong to the user and do not reflect our views and opinions.
Representations and Warranties
Gramercy’s Representations and Warranties
OUR ONLINE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” GRAMERCY MAY USE REASONABLE EFFORTS TO CORRECT ERRORS AND OMISSIONS IN OUR ONLINE SERVICES. HOWEVER, GRAMERCY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT THAT THE LAW OF THE JURISDICTION PERMITS. GRAMERCY DOES NOT WARRANT THAT USE OF GRAMERCY’S ONLINE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. GRAMERCY IS NOT RESPONSIBLE FOR ENSURING THAT YOU COMPLY WITH ALL OF OUR TERMS AND CONDITIONS AND WILL NOT BE LIABLE FOR ANY ACTIONS THAT RESULT FROM YOUR NON-COMPLIANCE. GRAMERCY DOES NOT GUARANTEE ANY LEVEL OF SUCCESS WILL BE ACHIEVED BY YOUR USE OF OUR ONLINE SERVICES.
User Representations and Warranties
By using Gramercy’s Online Services, you represent and warrant that:
- You are free to enter into and comply with this ToU and are not under any disability, restriction, or prohibition, contractual or otherwise, that prevents you from entering into this ToU;
- You will provide accurate and truthful information regarding your personal identification, including but not limited to your name and age, and will not use any other person’s information including, but not limited to, another person’s demographic information, health insurance information, etc;
- You have read and agree to this ToU and will not use Gramercy’s Online Services for any fraudulent or inappropriate purpose or in a way that violates these terms and conditions;
- You will not try to reverse engineer or circumvent access to our Online Services;
- You will not circumvent or hack any technology used by Gramercy to protect our Online Services and our users;
- You will not transmit any worms or viruses or any code of a destructive nature; and
- You will not copy or fraudulently reproduce Gramercy’s content or violate our intellectual property rights.
Limitation of Liability
IN NO EVENT WILL GRAMERCY BE LIABLE FOR YOUR FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION, YOUR FAILURE TO KEEP PERSONAL INFORMATION CONFIDENTIAL, YOUR FAILURE TO COMPLY WITH ANY OTHER LAWS, OR YOUR FAILURE TO COMPLY WITH THIS TOU. UNLESS OTHERWISE EXPLICITLY STATED, GRAMERCY WILL ALSO NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, CHANGES TO THE ONLINE SERVICES OR PLATFORM, TEMPORARY OR PERMANENT SUSPENSION OF ONLINE SERVICES, DAMAGE TO COMPUTER OR HARDWARE, SECURITY BREACHES, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GRAMERCY UNDER THIS TOU EXCEED THE AMOUNT (IF ANY) PAID BY YOU OR ON YOUR BEHALF THROUGH THE PORTAL IN THE 12 MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM . IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE, GRAMERCY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND HAVE BEEN REACHED DUE TO FUNDAMENTAL BARGAINING BETWEEN YOU AND GRAMERCY.
Indemnification
You agree to indemnify and hold Gramercy harmless from any and all claims, losses, liability, damages, expenses, and costs (including attorney fees, mediation, arbitration, and court costs) resulting from or arising from any breach by you of this ToU and any activity related to your engagement with our Online Services.
Release
You hereby release and forever discharge Gramercy (and our officers, employees, agents, successors, and assigns) from, and hereby waives and relinquishes, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to Gramercy, our Online Services (including any interactions with, or act or omission of, other users, or any third-party links and ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Privacy, Cookies, and Data Protection
We care about your personal information; any personal information you provide to us is collected, stored, and processed by us and used according to our Privacy Policy, and our Service Agreement, as applicable. Our use of cookies and data protection systems are also explained in this policy.
International Users
Gramercy’s Online Services are controlled and administered from our offices within the United States of America and are not intended to be used outside of the United States of America or be subject to the laws or jurisdiction of any country outside of the United States of America. Moreover, our providers are not licensed outside of the United States of America and cannot provide services outside of the state(s) in which they are licensed. WE DO NOT REPRESENT OR WARRANT THAT OUR ONLINE SERVICES ARE APPROPRIATE, LEGAL, OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER
THAN THE UNITED STATES OF AMERICA. Those who choose to access Gramercy’s Online Services outside of the United States of America do so on their own initiative and assume all risks associated with such access, including but not limited to any compliance with their particular jurisdictions’ laws and regulations and any United States export controls. We reserve the right to limit our Online Services, in whole or in part, to any geographic location or jurisdiction we choose.
Dispute Resolution
THIS SECTION OF OUR TERMS AND CONDITIONS SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO BE PART OF A CLASS ACTION. PLEASE ENSURE THAT YOU READ THIS SECTION CAREFULLY AND FULLY UNDERSTAND THIS SECTION BEFORE USING AND ACCESSING OUR ONLINE SERVICES. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOU AND TERMINATION OR EXPIRATION OF ANY ONLINE SERVICES PROVIDED BY GRAMERCY.
- Letting Us Know About Complaints
At Gramercy, we hope that we can work out any complaints or differences that we may have with you respectfully and calmly. If you have any concerns about Gramercy’s Online Services, please reach out to Gramercy to let us know. If we cannot work out our differences together, then the following mandatory binding arbitration will apply to resolve the dispute. - Mandatory Binding Arbitration
If any controversy or claim arising out of or relating to Online Services provided under this ToU cannot be amicably resolved, such controversy or claim will be determined by binding arbitration rather than in a court of law. Except that mandatory binding arbitration will not apply with respect to any claims relating to (i) individual claims of sexual assault or sexual harassment occurring in connection with your use of our Online Services; (ii) infringement or misuse of intellectual property; or (iii) any legal dispute that falls into the jurisdiction of a small claim court and would be more efficiently and cost-effectively resolved in a small claims court. The binding arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (the “AAA”) and administered by the AAA in Travis County, Texas. Arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the claim occurs or within one (1) year of the party asserting the claim becoming reasonably aware of the act or omission giving rise to the claim. If applicable law prohibits a one-year statute of limitations for asserting claims, claims must be asserted within the shortest period of time permitted by the applicable law. Except for attorney fees, all other costs associated with the arbitration will be shared equally between the parties, except where the AAA Rules provide otherwise. - Prevailing Party
If an arbitrator or court of law determines a claim against Gramercy to be frivolous or an opinion is found in our favor by the arbitrators or court, you agree to reimburse Gramercy for all fees associated with the arbitration and/or court case, including attorneys’ fees and arbitration/court costs. - Class Action Waiver
You agree to waive any right to participate in a class or representative action or proceeding and warrant that any claims brought against Gramercy will be initiated only in your individual capacity. Any relief awarded by an arbitrator or court of law will not affect other users of Gramercy’s Online Services. - Right to Opt-Out
You have the right to opt out and not be bound by the above arbitration and class action provisions. To do so, you must send written notice to us of your decision to opt-out within 30 days of creating an account on our Portal at support@mygramercycounseling.com. If you opt-out of the above dispute resolutions, please know that Gramercy is also not bound by them and that Gramercy reserves the right to terminate your Portal account and use of our Online Services.
Assignment
You are not entitled to assign this ToU, in whole or in part, to another person, without the prior written consent of Gramercy. Gramercy reserves the right to assign this ToU, in whole or in part, to any third party at any time without notice, including but not limited to any individual or entity acquiring all or substantially all of the Gramercy business or assets.
Survival of Terms Beyond Termination
All provisions in this ToU that specifically state or logically ought to survive the termination of this ToU, or the termination of a user’s account, will survive such termination, including but not limited to payment obligations, intellectual property rights, warranties, indemnities, and limitation on liability clauses.
Waiver and Severability
No waiver by Gramercy of any term or condition in this ToU will be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this ToU or any other agreement. If any term or condition in this ToU is declared to be invalid, illegal, or unenforceable, for any reason, the remainder of the provisions will remain in effect and will be enforceable to the fullest extent possible.
Applicable Law and Jurisdiction
Except where otherwise required by mandatory law, this ToU, as well as our Privacy Policy, is to be governed by and interpreted, constructed, and enforced per the laws of the state of Texas without regard to conflict of law provisions. All disputes are to be resolved in the jurisdiction of Travis County, Texas.
Entire Agreement
This ToU and our Privacy Policy and Therapy Service Agreement represent the entire and exclusive agreement between Gramercy and users of our Online Services. All previous written and oral agreements and communications related to the subject matter of this ToU and Privacy Policy are superseded. Our Counseling Services are subject to our Service Agreement in addition to, not in lieu of, this ToU. To the extent that there are any provisions in such service agreements that conflict with the terms of this ToU, the terms of the service agreement will prevail.
Contact Us
Thanks for your patience in getting through all of the necessary legal language of this document! We have tried to be as clear as possible in communicating our expectations regarding our Online Services. However, if you have any questions about this ToU, our Privacy Policy, or Gramercy’s services in general, just reach out! We would be more than happy to explain.
support@mygramercycounseling.com
4009 Banister Lane, Ste 355 Austin, TX 78704
